These Terms of Use ("Terms of Use") are concluded between you ("Customer" or "you") and Techfusion LTD, Republic of Cyprus ("RankDots", "we", "us", "our") in respect to the Services (as described below) provided through an internet-based software-as-a-service application available at Rankdots.com ("Software").
Under the "Customer" in these Terms of Use means both (i) users who have registered in the Software and use the Services for a free trial period, and (ii) users who have already purchased paid access to the Services.
If you are an individual agreeing to the terms of these Terms of Use on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity and "you" and "your" shall refer herein to such entity.
As of the earlier date of (i) registration in Software, or (ii) receiving a Services payment invoice delivered by email, you agree to be bound by and comply with these Terms of Use, and to bind your Authorized Customers and require their compliance with these Terms of Use.
Please note that these Terms of Use may be amended from time to time as set forth herein and your continuing use of RankDots constitutes the consent with the relevant Terms of Use.
1.1. Definition. RankDots provides automated tools that helps customers to find and organize keywords into topics and articles they are interested in. ("Services").
1.2. Permitted Use. The data and information provided by the Services are intended for internal business use only. These data and information can only be used for the purpose of search engine optimization and analysis ("Permitted Use").
1.3. Resultant Data. Information, data and other content that is derived by or through the Software within the provision of the Services are automatically structured and visualized in the reports available in the Software ("Resultant Data"). RankDots hereby authorizes the Customer to access and use Resultant Data solely during the term of the Terms of Use (as described in the relevant section herein), for the Permitted Use and by and through Authorized Customers in accordance with the terms and limitations set forth herein. This authorization is non-exclusive and non-transferable.
1.4. Software use. Until the termination of these Terms of Use, the Customer may access and use the Software pursuant to the terms fixed herein and other policies posted in the Software, as such policies may be updated from time to time. RankDots retains all right, title, and interest in and to the Software and all logos and trademarks reproduced through the Software, and these Terms of Use do not grant the Customer any intellectual property rights to the Software or any of its components.
1.5. Scope. The scope of Services is determined by the plan of the Software chosen by you and can be different in relation to the number of keywords and topics to collect, new content generations, stored keywords, topics and content, number of possible Authorized Customers and other included features. Please note that RankDots reserves the right to unilaterally amend the scope of Services included in each plan with your prior notice. Such amendments will become effective for you starting the next payment period after the notification (next month or year depending on the chosen plan).
1.6. Trial. Each Customer is granted a free trial of the Services for information purposes only with the limited scope of the Services as determined by RankDots. After the end of the free trial period in order to proceed with the use of the Services you shall choose a relevant plan in the "Pricing" section of the Software and make a payment for it. If you will terminate the use of Services after the end of the trial period, your trial account will be removed in 14 days after the end of the trial period.
1.7. Authorized Customers. Depending on the plan of the Software you are entitled to invite your team members to the purchased plan ("Authorized Customers"). By granting access to those Authorized Customers, you represent and warrant they are members of your organization and that they will comply with the conditions set out in the Terms of Use.
1.8. Contractors. RankDots may from time to time at its discretion engage third parties to perform the Services.
1.9. Service-related communication. You agree that the email address used to create the account within the Software may be used by RankDots to send you Service-related communications. If you don’t longer want to receive Service-related communications, please use the opt-out function provided in the email.
2.1. You expressly understand and agree that all use of the Services and Software is at your sole risk and that the Services and Software are provided "as is". RankDots does not warrant that the Services and Software meet your needs or requirements, that access to the Services and Software will be uninterrupted, fast, secure, and error-free. No advice or information, whether oral or written, obtained from RankDots or elsewhere, shall create any warranty not expressly stated in these Terms of Use.
2.2. You are solely responsible for any consequences of your use of the Services and Software including any loss in profit or reputation, loss of data, cost of procurement, or other intangible loss.
2.3. You agree that RankDots is not responsible for the completeness and accuracy of the Resultant Data.
3.1. General rule. RankDots retains all and any rights to the Services, Software, its components, any content placed in the Software, Resultant Data, and other intellectual property, except as expressly granted to the Customer herein.
3.2. Trademark ownership. All trademarks, service marks, and trade names are owned, registered, and/or licensed by RankDots. You do not acquire a license or any ownership rights to any trademarks, service marks, or trade names through your access or use of the Services and Software.
3.3. Feedback. You understand that any comments, feedback, or ideas you send us are provided on a non-confidential basis and you grant to RankDots a perpetual, worldwide license to use all comments, feedback, and ideas you may share with us, without notice, compensation, or acknowledgement to you, for any purposes whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving products and services.
4.1. Creating the account. In order to get the Services, you must complete the registration process within the Software using your e-mail address. You agree that when creating the account, you will supply accurate and complete information and that you shall be responsible for keeping it up-to-date.
4.2. Login and password. You will receive a password and login to the provided e-mail upon completing the registration form. The login and password serve for the identification of the Customer and are required to access the account and receive the Services.
4.3. The login and password are confidential information. You are fully responsible for maintaining the confidentiality of the login and password, in particular, to prevent access to your login and password by third parties. Hereby you confirm that you are aware and agree that if any person, including an Authorized Customer, has been identified within the Software using your login and password, such person is recognized as you and any activity of such person is considered as your activity. RankDots is not responsible for any consequences that occurred as a result of access by a third party to the Customer account.
4.4. Account deletion. Your account will be automatically deleted 30 days after the end of the last period you paid for or you can remove your account at any time by sending a request to support@RankDots.com.
5.1. Unless otherwise specified in the Terms of Use you must not:
a. Use information obtained from the Services directly for making a profit (including selling or licensing the information contained in the Resultant Data) or use it in a manner contrary to law;
b. Disclose any third parties’ information contained in the Resultant Data;
c. Copy and (or) distribute the Services and/or Software, in whole or in part;
d. Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
e. Use access to the Software, results of Services and any other information for the purpose of building or replicating the Services, Software, the conduct of any other activity that is competing to RankDots’s business;
f. Try to interfere with the operation of the Software, disrupt the process of providing Services to other Customers, or otherwise try to harm the Software and/or its Customers (DoS, DDoS attack, etc.);
g. Use the Services and/or Software in any other manner that is contrary to the law.
5.2. The Customer undertakes to comply with the terms set forth herein and agrees that RankDots may take all necessary measures to prevent and cease violations of the Terms of Use including removing the Customer’s account without prior notice and any refunds.
6.1. Definition. A Third-Party Platform means any third-party website or service, from which RankDots may retrieve information as part of the functionality available via the Software. The list of Third-Party Platforms available with the Software can be amended from time to time without notice to the Customer. You further agree to be bound by any terms and conditions of all Third-Party Platforms made available through the Services. By using RankDots, you agree to be bound by all such Terms of Service.
6.2. Lack of guarantees. Since the Software provides information from Third-Party Platforms, you understand and acknowledge that the Services are dependent upon the availability and completeness of data provided by Third-Party Platforms and availability of the Third-Party Platforms themself, and RankDots cannot and does not guarantee the availability, completeness, or accuracy of any such data or Third-Party Platform.
6.3. Amendments. You also agree that the terms of receiving the information from a Third-Party Platform depend on the terms and conditions of the Third-Party Platform agreed by us, and such Third-Party Platform that can be amended at any time upon the initiative of the Third-Party Platform. Such amendments may make it impossible or significantly restrict the ability to obtain information from such Third-Party Platform, which may affect the scope of the Services, but is independent of our will and we are not responsible for it.
7.1. Price. As for the trial period, the Services are provided free of charge. After the trial period or choosing a plan, the Services are provided on a fee basis.
7.2. Payments conditions. The Service fee is paid 100% in advance. All prices and other payment conditions are indicated in the "Pricing" section of the Software and are relevant at the moment of payment. RankDots reserves the right to unilaterally update the Services payment conditions, indicating updated conditions on the Software. Updated payment conditions will become effective for you the next payment period following the last fully paid period (next month or year depending on the chosen plan).
7.3. Special conditions. You can also request a special plan by contacting us at support@RankDots.com. If we agree on a special plan with you that will be different from the payment conditions placed in the "Pricing" section of the Software, then your payment conditions will be regulated separately via email used to register your account with the Software. If we need to make changes to such special conditions agreed with you, we will notify you in advance by email indicating relevant changes. If you do not agree with such changes, you may choose a lowest standard plan of the Software, or agree with us on another special plan, or stop using Services.
7.4. Payment methods. The service fee can be paid using one of the methods provided in the Software. The RankDots is not liable for the hardware and software complex of payment systems of providers and is not responsible for errors in such hardware and software complex. The payment provider is fully responsible for refunds if the money was written off because of any errors in the hardware and software complex of payment systems operation and the payment was not authorized by the provider.
7.5. Auto-renewal. By placing the order, the Customer agrees to the automatic renewal. The Customer acknowledges that the consent to the automatic renewal means that RankDots may renew the plan chosen by the Customer and charge the Customer the appropriate fee for a plan to use the Services on a regular basis in accordance with the payment details provided by the Customer unless the Customer withdraws its consent to the automatic renewal or terminates the use of Services. In the event of an increase in the services fee, RankDots will notify the Customer about that before the next write-off of funds. If the Customer will not agree to the increased service fee the Customer has a right to withdraw its consent to the automatic renewal or terminate the use of Services. You can withdraw your consent to the automatic renewal by sending a relevant request to support@RankDots.com.
7.6. No refunds. The Customer is not entitled to get any refund if the Customer has not used the Services or has not used it daily during the paid period with time breaks, etc. (regardless of the reasons).
8.1. RankDots reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Software and/or Services, without prior notice to you.
9.1. All information on how to use the Services and Software is available in the Software.
9.2. If you have questions related to the correct work of the Software or issues regarding your account (such as creating the account and account recovery, etc.), you can contact RankDots via the form in the Software, chat, or at support@RankDots.com.
9.3. Please note that technical support does not include any customization of the Services and Software, issues related to the generation of and providing the Customer with the reports.
10.1. Indemnification. You agree to hold harmless and indemnify RankDots and authorized officers, directors, employees, agents, partners, resellers, successors, and assigns from and against any third-party claim arising from or in any way related to your breach of these Terms of Use, use of the Software, or violation of applicable laws, rules or regulations in connection with the Services and/or Software, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys’ fees, of any kind and nature.
10.2. Indemnification procedure. We will give you notice of any matters giving rise to a claim for indemnification. Immediately after receiving a correspondent notice from us you shall cooperate with us, take control of the defense and investigation of such matters. Particularly, within 10 business days after receipt of the notice with respect thereto at your sole cost and expense, you shall employ legal counsel approved by us. We shall not be liable for any settlements, litigation costs, or expenses incurred by you. RankDots's failure to cooperate with you will not relieve you of your obligations under this section 10 except to the extent that you can demonstrate that it has been materially prejudiced as a result of such failure. We may participate in and observe the proceedings at our own cost and expense with counsel of our own choosing.
11.1. Limitations. You expressly understand and agree that, to the extent not prohibited by applicable law, RankDots shall not be liable to you for any direct, indirect, incidental, special consequential, or exemplary damages incurred by you, however caused and under any theory of liability, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss. The foregoing limitations on RankDots’s liability shall apply whether or not RankDots has been advised of or should have been aware of the possibility of any such losses arising.
11.2. Remedy limitation. If the Customer claims damages associated with the use of the Services and Software, and provided that RankDots is liable to the Customer for such violation in accordance with these Terms of Use, RankDots at its sole discretion may (i) appropriately modify the applicable Services and/or Software so that it becomes non-infringing without a material loss of functionality, or substitute functionally equivalent services or software; or (ii) if the option mentioned above is not commercially reasonable, terminate these Terms of Use on written notice to Customer and refund the amount of the Services fee for a period in which the violation was detected. The obligations set forth in this clause shall constitute RankDots’s entire liability and Customer’s sole remedy for any actual or alleged infringement.
11.3. Cap on liability. In any case, the cumulative liability of RankDots to the Customer for all claims arising from or relating to the provision of the Services shall be a maximum of the Services fees paid to RankDots by the Customer during the six (6) months immediately preceding the event which gave rise to the claim.
11.4. Force Majeure. In no event will RankDots be liable or responsible to the Customer, or be deemed to have defaulted under or breached this Terms of Use, for any failure or delay in fulfilling or performing any term herein, (except for any payment obligation), when and to the extent such failure or delay is caused by any circumstances beyond RankDots's reasonable control ("Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the effective date of these Terms of Use, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, the passage of a law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
12.1. Applicable law. Any issue which is not agreed in the Terms of Use will be governed by the laws of England and Wales.
Dispute resolution. The parties will endeavor to resolve all disputes, controversies, and claims that may arise in connection with the execution, termination, or invalidation of the Terms of Use by negotiations. The party which has any claims and (or) disagreements shall send a message to the other party indicating the claims and (or) disagreements that have arisen. The message is sent to the following e-mail address: to the Customer – to the e-mail address provided during registration; to the RankDots – to support@RankDots.com. If dispute, disagreement, or claim was not solved by negotiations, such dispute shall be resolved in the competent courts of Larnaca, the Republic of Cyprus.
13.1. The Services are provided after you purchase one of the plans of the Software and while you pay regularly according to the terms of the chosen plan. Once the paid period expires, and if you do not pay for the next period in accordance with the fees placed in the "Pricing" section of the Software at the moment of that payment, the provision of Services is terminated.
13.2. The provision of Services can be terminated before the expiration of the paid period in the following cases:
13.3. Termination of the Services use or provision shall be considered a termination of these Terms of Use.
13.4. The Customer’s obligations to pay off the outstanding payments to RankDots, if any, shall remain in force after Terms of Use termination until their full performance.
14.1. Severability. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
14.2. Entire agreement. These Terms of Use is the final, complete, and exclusive Terms of Use between you and RankDots with respect to the subject matters hereof and supersede and merge all prior discussions and Terms of Uses between the parties with respect to such subject matters (including any prior Terms of Use).
14.3. No waiver of rights. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.
14.4. Titles and interpretation. The clauses titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation".
14.5. Independent contractor. Your relationship to RankDots is that of an independent contractor, and neither party is an agent or partner of the other.
14.6. Assignment. These Terms of Use and your rights and obligations herein may not be assigned by you without our prior written consent, and any attempted assignment in violation of the foregoing will be null and void. We may assign these Terms of Use in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or other operation of law, without your consent. The terms of these Terms of Use shall be binding upon assignees.